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资本市场新生态:发行上市与并购重组的制度创新蓝图
Guo Ji Jin Rong Bao·2025-06-03 06:01

Core Viewpoint - The 2025 government work report emphasizes the need to "reform and optimize the stock issuance and merger restructuring system," marking a significant institutional change crucial for the transition of China's stock market from "scale expansion" to "quality improvement" [1] Stock Issuance System - The U.S. stock market employs a "tiered registration system + market-based pricing" model, with the SEC conducting formal reviews and exchanges performing substantive reviews [6] - The UK stock market features a flexible listing system led by professional investors, allowing for simplified disclosure requirements and a "fast track" mechanism for quality companies [7] - Hong Kong's stock issuance combines international rules with local balance, implementing a dual filing system and emphasizing risk control mechanisms [8] Merger and Restructuring System - The U.S. merger market focuses on a market-driven ecosystem, utilizing a dual decision-making mechanism to prevent major shareholder interest transfer [9] - The UK emphasizes creditor protection, mandating full offers for significant shareholdings and implementing a pre-pack system for bankruptcy restructuring [10] - Hong Kong has strict reverse takeover rules and allows for scheme arrangements to facilitate cross-border mergers [11] Current Status and Issues - China's stock market is gradually moving towards marketization under the registration system, but faces challenges such as the inertia of "approval-like" practices and high proportions of new stock fundraising used for liquidity rather than core technology development [13][15] - The merger and restructuring market has seen a slowdown in 2023, but a notable increase in diversified strategic mergers in 2024, with significant growth in transaction values [16] Recommendations - The reform of stock issuance and merger restructuring systems should focus on balancing marketization and regulation, enhancing efficiency while ensuring safety [19] - A differentiated issuance system should be established, with specific standards for different market segments, and market-based pricing mechanisms should be implemented [20] - The merger review process should be simplified, and a variety of payment tools should be introduced to enhance flexibility in transactions [22][23] - Investor protection mechanisms need to be strengthened, including the establishment of a loss compensation system and improved information disclosure practices [25]